Growing Up Ain't Easy
by WeMayBeDangerous
Summary: Spring,6 years after the show takes place, Chowder stumbles in on Schnitzel watching a dirty movie and gets a lesson on the Birds and the Bees. The Hard way. Chowder must now fight his urges or succumb to them and satisfy his and Panini's carnal desires.
1. Schnitzels dirty secret

-WARNING

This fanfiction contains graphic imagery not suitable for anybody under the age of 18. I can't stop you from reading, but I warn you, this stuff is really dirty and you have to be 18 or older to purchase eye bleach. This story contains graphic masturbation and sexual situations between Chowder and Panini. You were warned.-

Marzipan City was drowning. In rain that is. It had been raining for the past four days and the city looked utterly empty and hopeless. Nobody bothered to vend in the market, do errands, or even try to get their mail, not that it was even being delivered.

In the beginning, people settled for T.V., board games, roasting stuff in the fire and any other past time they could come up with. Some ever literally took to watching paint dry. By the third day however, everyone had become zombified with boredom and gloom. One such person was Chowder who sighed out of his bedroom window repetitively until Kim Chi objected agitatedly.

"I'm sorry, Kim Chi. I'm just soooo booored."

"Thhp Thhp Thhhpp"

"No. I already tried that. Mung got reeaally mad." Chowder turned away from the window and flopped face down on his bed. "I'm going to die of boredom."

"Thhp thhp thp thp thhhhp"

Chowder rose from his bed."Good idea, Kim Chi! I'll go check!" he announced before dashing down the spiral steps and stumbling into the kitchen where Mung Daal was beating something throwing things at him in a bowl with a bat.  
"Whatcha do'n Mung?"

"Not now, Chowder! I'm trying to tame this Devils Food Cake batter!"

"Cool! I wanna help!"

"I'm sorry Chowder, but this is a very dangerous dish! Go see what Schnitzel is up to."

"Oh all right.." Chowder shuffled away disappointed and went to go find Schnitzel.

In a small room with only a desk, a book case and computer, Schnitzel was hunched over the keyboard, the room dark and the screen casting an eery glow to his face.

"HEYA SCHNITZEL!"

"RAADDDA!" Schnitzel leapt in the air and landed with a crash on the chair, breaking it into slivers.

"What are you doing? Hey, what's that? Who's that lady? Is she your friend? Is she your lady friend? Why is she naked? What is she doing?"

Schnitzel panicked and tried to block Chowders view of the screen, but he kept pumping out questions and pointing to things until he stopped and looked down.

"Whoa!"

"Radda radda!" Schnitzel demanded before pounding the monitor with his fist and busting that too.

"Aww. Why'd you do that? It made me feel good!"

"Radda radda radda radda radda!"

"It was unlocked when I came."

"Radda radda, radda radda radda radda!"

"But why not? I bet he'd like it too!"

"Radda. Radda. Radda radda. Radda?"

"Fiine.."

"Radda. Radda radda radda."

"Okay..see ya Schnitzel.."

As Chowder shuffled out, Schnitzel mumbled agitatedly and stormed out to occupy himself in some other way.

Chowder continued to wander until he decided to pay Truffles a visit out front. As he expected, she was reading some magazine like she had been for the past four days.

"Truffles?"

"What."

"I'm bored."

Truffles looked up from her magazine with a very uninterested look on her face. "You see this?"

"Uh huh."  
"This is my I Don't Care face."

"But that's what you look like all the time."Truffles simply looked over at him. "So anyway. I went to see Schnitzel, and he was watching this movie, and there was this lady, only she wasn't dressed, and she was doing something weird and"

"What?"

"I went to see Schnitzel, and we was watching this movie-"

"Don't pay attention to that stuff! It's nothing but trouble! Just forget you say anything!"  
"But..how can I? It made me feel really good down were I pee."

Truffles sighed. "I should have known I was going to be the one to explain it to you. Sit down Chowder."

Chowder pulled a stool from somewhere off to his side and sat, focused.

"Let me tell you a little something about the birds and the bees."


	2. Errand gone awry

Days later, the rain finally let up and people were filtering into the city once again. Mung Daal summoned Chowder into the kitchen one after noon for an errand.  
"Okay Chowder, I need you to get me a bag of Crayon Berries. Got it?"  
"Yup! One bag of Crayon Berries, come'n up!" Chowder saluted.

"Oh, and Chowder, Truffles told me about that little talk you two had."Mung Daal said quietly.

"I know Mung. I promise not to eat the stuff out of the kitchen drain anymore."  
Mung Daal paused then said,"Nono, not that one. You know..the birds and the bees."

"Oooh. Why do they call it that?"

"Well because, Chowder, a- You know..I don't really know either. That's not important. Just..come straight home if you start to feel good again..or..suddenly get the urge to hug girls. They have cooties."

"Aw Mung, I'm a little old for that."

"Well..don't touch them anyway!"

"Okay!" Chowder dashed off towards the door, excited. He couldn't wait to see Gazpacho again!

"And remember Chowder! Come straight home!"

Chowder shuffled through the marked with his usual one sided grin and a fist of bills in his hand. All around him people were shopping and talking and enjoying the outside world again. "Boy, everybody sure is happy to be back outside!" Chowder began to hum, sun on his face, wind on his neck.

"Hi Chowder!"

"AAH! I'm not-"

"Aw, come on, it's been 6 years!"

"I know, but I don't like girls."

Panini stared. "Then..what do you like?" she asked suspiciously.

"Food. Especially Runny Dews, even though they're a little fast and make me cramp up. And Crayon Berries! I'm getting those for Mung."

Panini leaned towards Chowder and batted her eyelashes at him, "Those can wait, can't they Chowder? I want to catch up with my pudding..bowl"

"I'm not you boyfriend!"

"You don't have to be." she moved closer, backing Chowder against a wall, "I've missed you so much these past few days. Can't I at least get a hug?"

"Uhm..I gotta get Mungs berries, soo.."

"Oh come on shnookie, I've been feeling extra loving lately. I let some of it out." Panini continued, pressing her body against his.

Chowder could feel himself grow hot and he began to feel good again.

"I GOTTA GO!" He blurted, then darted off back towards home.

When he shot through the entrance, he leaned against the door, panting. "Boy! That was weird!"

Truffles look up from a Sodoku. "What? What is it?"

"I dunno Truffles..Panini got really close and I got...that feeling again." He said shyly.

"I think you should stay here for a few weeks."

"What?"

"Just until you don'g get those feelings anymore."

"But why?" he protested, flailing his arms.

"Because, we don't anything bad to happen. You remember what we talked about?"

"Oh okay..But I don't even like her like that!"

"You're staying here Chowder. No if ands or butts!"


	3. Inner Animal

Chowder paced back and forth, thinking, struggling. He'd been pacing for nearly two hours now. Kim Chi watched, curious.

"This is terrible Kim Chi! I've been stuck here for five days, and now I gotta be stuck here for a few more weeks just because I feel really good sometimes!"

"Thp thhp thp?"

" I don't know. Something to do with the birds and the bees."

"Thhhhp. Thhp thp thhhp thhp thp"

"You too Kim Chi? I thought you were on my side!"

Kim chi shook back and forth with pity.

"Fine..but what am I going to do about this?" Chowder turned, revealing a light purple member which had slithered out from it's sheath. Kim Chi exclaimed and turned away. "I can't help it! No matter how hard I try, i keep thinking about Panini and...you know..things.."

"Thp thp thhhp!"  
"I'm sorry..but what can I do?"

"Thhp thhp thp thhpthp"  
"What? Why? I don't have to pee."

"Thhp thp"  
"Okay, okay. Sheesh.." Chowder did as he was told and went into the bathroom. "Now what?" he thought out loud. He turned and looked around, then went and looked out the window. The market was pretty busy. Chowder looked, or rather, he searched, for a small pink female. "Hmm..I wonder if she went home..Aha!"

There she was, the little pink bear cat rabbit thing. She was buying some fruit from Gazpacho. She turned and headed back towards her home, bag in hand.

Chowder sighed. "I don't get it..I didn't used to think about her like this before." Chowder rested his chin in his hands and continued to watch her. Suddenly a snail zipped by her, its wind knocking her off balance. Panini lost her balance and fell into an ankle deep puddle. When she stood, her dress clung to her body, water dripped from her. Chowder perked up, face warm. Panini took her dress in both hands and began to wring it out. She didn't seem to notice that as she wrung the front of her dress, she revealed a portion of her lower half. Chowder leaned forward and squinted, trying to get the best view possible. There it was. Panini's wet, swollen sex dripping with water.

Chowder gawked, his eyes got wider and he began to feel good again. Really good. His member awakened and peeked out from his sheath. Panini continued to wring, then began to slick water from her body. First her face, then her arms and her legs. She looked both ways, nobody was coming, so then slicked water from her chest, then her torso, her dress lifting and revealing her still dripping sex. Chowder moaned. His member was now fully unsheathed and heavy, throbbing with his need. He slipped his hand down and grasped it, blushing. Was this wrong? It felt so good..so right. He grasped it hard, clenching then loosening, clenching the loosening. It felt so good. Panini moved on to his dismay, so he did the next best thing. Chowder turned from the window and closed his eyes, conjuring the image of her dripping sex. He imagined himself feeling it. Would it be soft and velvety like the rest of her? It looked fluffier. Was it soft on the inside too? Chowder kneeled and began to stroke himself, imagining that it was Paninis hand, stroking him. He could hear her voice.

"Chowder, don't you want me?"

"I do..I want you Panini." Chowder took his member into his grip and began to pump. It felt so good, it nearly startled him. He could still see her sex, dripping and wet, perfect for sliding his hard, long member into and thrusting until he exploded his need into her. This he imagined also. Embracing the soft, fruit smelling bear cat rabbit thing, burying his face into her warm neck as he crouched over her, thrusting his new found appendage into her hot body. What would she sound like? It didn't matter now. Chowder could feel something wonderful building at his base. He pumped faster, back arching towards the floor with his face towards the ceiling. It built up and up until is zipped down his length and spewed in a thick stream from his tip all over the floor. Chowder could not help but let out a pleasured yowl, his erect tail quivering with euphoria. He kept pumping until there was nothing left, then fell onto his elbows, panting.

"Wow..I wanna do that again!"


	4. Surpise!

A few days later, Chowder had been on his best behavior. Everybody was surprised at how willing he was to go to bed at night or bathe, but nobody questioned it. They had no idea that their innocent apprentice had discovered something big.

One day there was a knock at the door. It was none other than Gazpacho.

"Hey there Gazpacho. You got my fruit?"

"Boy have I. I just got a new shipment of Rantalope, so I tossed one in there for ya."

"Oooh, thank you. Those'll go great in my Cynicycles."

"Diiid someone say Cynicycles?" Chowder asked, sliding in. "Oh hey Gazpacho!"

"Heya Chowder. Where ya been?"

"Mung and Truffles are keeping me here so I don't get into trouble because-"

Mung interupted. "BECAUSE..because, you know Gazpacho. It's that time of his life."  
"Oh, I know what you mean. I remember when I was at that time. Mother always kept telling me, "Gazpacho! Quit eating all of those melons..you'll make your rash worse!"

Mung and Chowder stared quizzically. "Uhm..no. Not that. I'm talking about _that time_. Uperty Pay?"

"Wha?"

"You know, the birds and the bees?"

"Hey! Truffles told me about that a few days ago! At first I thought-"

"THAT'S..quite enough Chowder. Do me a favor and..go sweep out the giant food processor or something."

"Okay! Nice see'n ya Gazpacho!" Chowder waved then headed off to complete his duty.

"So." Gazpacho started, "It's that time, huh?" he asked, leaning against the door frame.

"Yeah..he's been doing a lot better then some of my past apprentices."

"Well he can't get into too much if he's here all of the time. You know, I haven't seen Panini around either."

"That figures." Mung Daal crossed his arms. "I haven't seen many apprentices around at all. It's no mystery why..but if I catch Chowder with that womens apprentice, I'll..I'LL!-"

"Whooa hoho, calm down there." Gazpacho stood up. "Don't worry. Everybody is being confined in their homes. He'll be just fine. Well. I gotta head back before I'm robbed blind again."

"Allright. See you around."

Mung Daal shut the door and turned with a sigh. "Just a few more weeks..."

-At Miss Endives Mansion or whatever it is.

Panini was in her room lying on her back on the carpet. "I can't take this anymore! I can't just do it myself! That's not enough!" she groaned and curled into the fetal position, frustrated. She lay there for about twenty minutes, then sat up. "I know what I have to do..it's risky..and Miss Endive's going to be really mad..but I have to! I'm gonna go nuts if I don't!"

Panini climbed to her feet to zip over to her closet. She entered, sorting through racks of clothing, most of which the same exact thing until she found what she was looking for.

"Perfect!"

-At that..thing Chowder lives in.

Chowder finished putting his plate away in the sink then headed up to his room.

"Off to bed!" He called.

When he reached his room, Kim Chi was already fast asleep in his enclosure. Chowder sighed. "Hm..should I do it myself? It feels good, but..it always feels like I'm not doing something all of the way.." Chowder looked around for any ideas as to what it was he was missing, but he couldn't come up with anything.

He sighed. "Oh well..I'll do it anyway. I don't want to have to wash another set of blankets.." As he headed towards the bathroom, something skittered across his floor.

"Huh? What was that?" Chowder went over to investigate. "What? It's a little rock. A little heart shaped rock!" He stopped. "This could only mean one thing!" he immidiatly tossed the rock into his mouth. "Blagh! Okay, maybe not." he spat it out then went over to the window to yell at who ever tricked him with candy like pieces of rock. When he got to his window, he stopped, mouth agape. It was Panini.

"Panini?"  
"Shhh! Nobody knows I'm here!"

"Why ARE you here?"

"Because my love!" She began, hands clasped together. "I couldn't stand not having you!"

"I mean other than usual."

She clicked her tongue, hands on her hips. "I'm coming up!"

"Nono! Don't do that! Mung has the walk booby-trapped!" Chowder then pointed at the large boulder planted precariously on the walk a little ways up.

"How did I miss that?" She asked.

"I'm coming down!" he called out.

"But how? You'll get squished!"

" I have an idea!"


	5. I'll be your boyfriend now

Chowder tip toed down the steps until he reached the bottom and looked out. Mung was cleaning up with Schnitzel, and Truffles was out front no doubt, doing paper work. Chowder slipped around the corner and tiptoed towards the back door.

"Hm..I need to get out..but Mung probably has the doors booby trapped." he thought for a moment and looked around. Then he saw it. An empty garbage can.

"I got it!" Chowder tip toed over and tore a new bag from the roll, then climbed in, careful to leave a hole so that he could breathe. Then he waited. And waited. He began to worry that Panini would give up and leave when Schnitzel came around.

"Aw, Radda radda radda radda!" He complained. Schnitzel hoisted the bag up. "Radda radda!" And hefted it over his shoulder. Chowder was trying his hardest not to let out a single sound. Schnitzel glanced around, then took the door knob. He jiggled it once, waited, twice, waited, once again, then, turned slowly, jiggled it, then opened the door. Just as Chowder thought, Mung had the door booby trapped and only a secret door knob jiggling code would let him through without setting off any alarms.

Schnitzel whistled as he took the bag out and he then tossed it into the dumpster, wiped off his hands, and went back inside. Moments later, Chowder could be heard thumping around before lifting the lid and falling out with a thud. As soon as he regained his feet, he looked around, panicking. He didn't see Panini anywhere!

"Panini? Paniiniiii?" He called in a harsh whisper. "Oh man..I took too long!"

As he considered going back inside, two pink arms slithered around his neck. "Hi cookie-bear." Panini cooed.

Chowder turned to face her, over joyed. "I thought you left already!"

"No, I knew my snuggly-rug would come through." she replied, rubbing her nose on his.

Chowder could feel himself waking down below and smirked. "Why did you come here?"

She grabbed the collar of his shirt and began pulling him. "Why else?" she responded, batting her eyelashes. Chowder, too infatuated to think, just followed. Panini giggled and twirled in front of him. The jacket she wore flared up like a dress, but he didn't see anything. Panini continued to beckon him further until they'd reached a grassy area that was once an out door employee lounge.

She flopped onto her butt, then fell onto her back and began wreathing. "C'mon Chowder. I've been waiting for so long."

Chowder followed, practically drooling and fell to his knees before her. "Wh-what do I do?"

She reached down and unbuttoned her jacket, revealing that she had nothing on beneath it. Chowder could feel his member protruding faster than usual, and already leaking pre. Panini slipped out of the jacket, laying on it as though it were a blanket. She ran her hands down her body, and rubbed the insides of her thighs. "I don't care. Just do something."

Chowder nodded, taking in the sight of her sex up close, wet with her own fluids. He began to crawl over her, but the she suddenly giggled and rolled out from beneath him.

"Hey.." he protested. He neared again, but she rolled away, still giggling. More determined, he pounced after her, missing.

"I thought you wanted me!" she teased.

"I do!" Chowder whined, trying again to pounce on her. Panini wreathed in the grass, moaning. Chowder got on all fours, tail up and flicking back and forth as he concentrated. She giggled, running her fingers through the tall blades of grass. Chowder crouched, the tension building until he finally pounced landing almost right on top of Panini. She let out a surprised yelp, but then took a fistful of the fur on his face before rolling onto her belly and raising her hips, offering herself up. Chowder laughed to himself, so full of lust and need. He gripped her bottom, rubbing the head of his member against her sex causing her to moan.

"C'mon Chowder, no more games..just do it!"

Chowder let out a sound like a rumble deep in his throat and slid his hands around her body. He nudged the head of his member between her soaking lips, she moaned, nudging back, then plunged into her with a grunt. Panini let out a breif, pained shreik, but then quited to a shaky moan. Chowder placed one hand bellow her belly, the other on the grass to steady himself. He pulled out slowly until he was nearly out, then plunged back in earning another pained sound from the tight, virgin Panini. He wrapped both arms around her lower torso, his weight forcing her to her elbows. Chowder groaned, eyes shut. This was so much better than his fantasies. His lips found their way to her neck and closed in, sucking gently. His teeth parted and took in a bit of flesh and bit down softly. She whimpered, her hips rose. Chowder groaned louder as he began to thrust slowly. The sound of their wet sexes could be heard as most smacking sounds. He clamped down harder as his thrusts quickened. Panini gripped the grass with her face up towards they sky, her back arched towards the ground and her rear as high as it would go. Chowder positions his legs on either side of her and began to thrust harder. His finger found the hardened nub of her opening and pressed down. She jerked, a small moan escaping her. He clutched her body against his, pounding his rock hard member into her hot, soft body which clenched him snugly. Her moans became louder, sometimes they were even gasps and cries. He growled into the flesh of her neck, He could feel his peak building at his base. His moved his finger, and she cried out, he did it again and she moaned long and loud. He realized the benefits of this and continued. His own peak was nearing, any second it would burst from him.

Suddenly Panini bucked and cried louder than she ever had. This was his cue, and he took it. Chowder used what remained of his energy, thrusting hard and quick until her muscles locked around him. He threw his head back and yowled. His fingers dug into her body but she didn't seem to notice. Finally his seed burst from his hot member and spilled inside of her in long squirts. He could feel it oozing around him. He kept plunging, even with his shaft gripped in her muscles. Her peak began to fade, as did his. The last few squirts rocket from within him until they were no more. When Panini fell flat onto the grass, Chowder waited for her muscles to relax before pulling his soaked member from within her. Cum dripped from her reddened opening onto the grass. Chowder crawled over to get her jacket and covered her up, then pulled her against his plush body and wrapped his arms around her, engulfing her in his body protectively. She snuggled against him, nuzzling beneath his chin and both began to purr contently.

"Panini?"

"Yes, Chowder?"

"I'll be your boyfriend now."

She giggled and kissed his lips, "Okay."


End file.
